Who really runs the organisation? When shareholders, ministers and boards cross the governance line

Malcolm Kambanzera

I recently resigned from a board three months into my appointment because the shareholders wanted to make governance decisions and operational decisions at the same time. We were basically just puppets.

Nonetheless, the main issue is: when everyone is responsible, no one is accountable. The governance cost of blurred mandates.

One of the most interesting things about governance is that organisations can have all the right structures on paper and still get governance completely wrong in practice. There is a board. There is management. There are committees, delegations, and reporting lines.

In a private company, there are shareholders. In a public enterprise, there is a line minister or appointing authority. The difficulty begins when everyone wants to govern everyone else.

A shareholder calls the CEO directly because “it is my company.” A minister gives instructions because “I am your minister.” A board starts managing because it believes oversight requires involvement in every important operational decision. Then something goes wrong. Suddenly, everyone remembers the governance structure.

“It is my company”

In private companies, particularly closely held ones, ownership and management can easily become confused. Shareholders undoubtedly have significant rights and interests.

But appointing directors does not make those directors messengers of the shareholder. A board cannot meaningfully govern if its role is simply to endorse decisions already made elsewhere.

The dominant shareholder instructs management, determines who should be employed, negotiates transactions, or expects directors to vote according to instructions.

This raises a simple question: if the shareholder is effectively running the company, why have a board? More importantly, who carries responsibility when things go wrong?

The shareholder may have made the decision, but the directors remain the people sitting around the board table.

“Remember, I am your minister”

The same tension is playing itself out in Namibia’s public enterprises. Recently, Public Enterprises CEOs Forum chairperson Leake Hangala raised concerns about the relationship between some ministers and public enterprise leadership.

His example was striking: a board chairperson approaches a minister and is reminded, “I am your minister.” Hangala’s response goes to the heart of the problem: Namibia needs institutions that do not depend on personalities.

That is bigger than a disagreement between a minister and a board. It is a question about how we want our institutions to function. Ministerial oversight is legitimate.

Public enterprises exist to advance public purposes and cannot operate independently of government policy. But oversight and operational control are not the same thing.

The Namcor controversy illustrates just how uncomfortable that boundary can become.

In 2025, The Namibian reported allegations that then mines and energy minister Natangue Ithete wanted the Namcor board removed amid claims that he was seeking greater influence over the national oil company.

The board reportedly wrote to him asking that he stop interfering in its operations. Ithete denied a fallout and suggested that his approach may have been misinterpreted.

Whether every allegation was correct is not the point. The controversy itself exposes the governance question: how can a board be held accountable for an institution if it does not have sufficient space to govern it?

We have been here before

This is not a new Namibian debate. In 2011, a dispute erupted between the Road Fund Administration board and then finance minister Saara Kuugongelwa-Amadhila.

The minister was accused of interfering after directing the board to halt disciplinary proceedings involving the RFA’s chief executive officer and other officials. The board resisted, maintaining that it was exercising its own responsibilities.

The matter eventually reached the High Court. In granting an interim interdict, Acting Judge Kobus Miller reportedly observed that the RFA legislation placed responsibility for administration, control, and management with the board.

Importantly, the court said that independence lies at the centre of corporate governance and that a minister could not simply assume functions belonging to the board.

More than a decade later, we are still wrestling with essentially the same question.

Boards must also stay in their lane

Boards, however, cannot demand independence from shareholders and ministers while denying management the same institutional space. The board governs. Management manages.

Once directors start selecting junior employees, directing routine procurement, communicating instructions down the organisational hierarchy, or requiring executives to obtain board approval for ordinary operational decisions, accountability starts moving in the wrong direction.

Eventually, management learns that the safest decision is no decision at all: “Let us take it to the board.” That is not strong governance. It is organisational paralysis disguised as oversight.

So, who is actually accountable?

Every significant organisational decision should ultimately answer four questions: Who owns the matter? Who has authority to decide? Who must implement it? Who answers for the result?

Shareholders should exercise ownership rights without making boards redundant. Ministers should exercise lawful policy and oversight responsibilities without becoming shadow executives.

Boards should govern without becoming management. And management must be given sufficient authority to manage and be held accountable for the results.

Good governance is therefore not about keeping shareholders, ministers, or boards silent. It is about respecting the architecture of accountability.

Because there is something fundamentally unfair about directing someone else’s decisions and later holding them accountable for the consequences.

And when everyone wants the power to decide, but nobody wants to own the result, everyone becomes responsible, and no one is accountable.

Malcolm Kambanzera is a scholar of Management Strategy and holds a Bachelor of Laws (Honours).